SEC Filings

McDonald's
(as our parent) may choose to contest, compromise or settle any adjustment or deficiency proposed by the relevant taxing authority in a manner that may be beneficial to McDonald's and
detrimental to us and for which we may be required to reimburse McDonald's under the tax allocation agreement.

The corporate opportunity provisions in our amended certificate of incorporation could enable McDonald's to benefit from corporate opportunities that might otherwise be available to Chipotle.

Our
amended certificate of incorporation will contain provisions related to corporate opportunities that may be of interest to both McDonald's and us. It will provide that if a corporate
opportunity is offered to:

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one
of our officers or employees who is also a director (but not an officer or employee) of McDonald's, that opportunity will belong to us unless expressly offered to that
person primarily in his or her capacity as a director of McDonald's, in which case it will belong to McDonald's;



one
of our directors who is also an officer or employee of McDonald's, that opportunity will belong to McDonald's unless expressly offered to that person primarily in his or
her capacity as our director, in which case it will belong to us; and



any
person who is either (1) an officer or employee of both us and McDonald's or (2) a director of both us and McDonald's (but not an officer or employee of
either one), that opportunity will belong to McDonald's unless expressly offered to that person primarily in his or her capacity as our director, in which case such opportunity shall belong to us.

In following these procedures, any person who is offered a corporate opportunity will have satisfied his or her fiduciary duties to our shareholders and us. In addition, our amended
certificate of incorporation will provide that any corporate opportunity that belongs to McDonald's or to us, as the case may be, may not be pursued by the other, unless and until the party to whom
the opportunity belongs determines not to pursue the opportunity and so informs the other party. Furthermore, so long as the material facts of any transaction between us and McDonald's have been
disclosed to or are known by our board of directors or relevant board committee, and have been approved by a majority of the board or such committee (including directors who are also directors or
officers of McDonald's), then McDonald's will have satisfied its fiduciary duties and will not be liable to us or our shareholders for any breach of fiduciary duty or duty of loyalty relating to that
transaction. These provisions create the possibility that a corporate opportunity that may be pertinent to us may be used for the benefit of McDonald's.

Future sales or distributions of our shares by McDonald's could depress our class A common stock price.

After this offering, and subject to the lock-up period described below, McDonald's may sell all or a portion of the shares of our class B
common stock that it owns (which shares would be converted automatically into class A shares in connection with any sale prior to a tax-free distribution) or distribute those shares to its
shareholders, including a distribution in exchange for McDonald's shares or securities (or another similar transaction). Sales by McDonald's in the public market or distributions to its shareholders
of substantial amounts of our common stock, or the filing by McDonald's of a registration statement relating to a substantial amount of our common stock, could depress our class A common stock
price. McDonald's has informed us that, at some time in the future, but no earlier than the expiration of the lock-up period, it may sell all or a portion of its ownership interest in us
or may make a tax-free distribution, including a distribution in exchange for McDonald's shares or securities (or another similar transaction), to its shareholders of all or a portion of
that interest. McDonald's is not, however, subject to any contractual obligation to maintain its ownership position in our shares, except that it has agreed not to sell or otherwise dispose of any of
our shares of common stock for a period ending 180 days (subject to extension) after the date of this prospectus without the prior written consent of Morgan Stanley & Co. Incorporated
and SG Cowen & Co., LLC, on behalf of the underwriters, subject to specified limited